The purpose of
the Coach, Inc. 2004 Stock Incentive Plan (the “Plan”) is to promote the
success and enhance the value of Coach, Inc. (the “Company”) by linking
the personal interests of the members of the Board and Employees to those of
Company stockholders and by providing such individuals with an incentive for
outstanding performance to generate superior returns to Company stockholders.
The Plan is further intended to provide flexibility to the Company in its
ability to motivate, attract, and retain the services of members of the Board
and Employees upon whose judgment, interest, and special effort the successful
conduct of the Company’s operation is largely dependent.

ARTICLE 2: DEFINITIONS
AND CONSTRUCTION

Wherever the
following terms are used in the Plan they shall have the meanings specified
below, unless the context clearly indicates otherwise. The singular pronoun
shall include the plural where the context so indicates.

2.1 “Award”
means an Option, a Restricted Stock award, a Stock Appreciation Right award, a
Performance Share award, a Performance Stock Unit award, a Dividend Equivalents
award, a Stock Payment award, a Restricted Stock Unit award, an Other
Stock-Based Award, a Performance Bonus Award, or a Performance-Based Award
granted to a Participant pursuant to the Plan.

2.2 “Award
Agreement” means any written agreement, contract, or other instrument or
document evidencing an Award.

2.3 “Board”
means the Board of Directors of the Company.

2.4 “Change
in Control” means and includes each of the following:

(a) A “Person” (which term, for purposes of this
Section 2.4, shall have the meaning it has when it is used in
Section 13(d) of the Exchange Act, but shall not include the Company,
any underwriter temporarily holding securities pursuant to an offering of
such securities, any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or any corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of Voting Stock of the Company) is or becomes,
without the prior consent of a majority of the Continuing Directors, the Beneficial
Owner (as defined in Rule 13d-3 promulgated under the Exchange Act),
directly or indirectly, of Voting Stock representing twenty percent (20%)
(or, even with such prior consent, thirty-five percent (35%)) or more of the
combined voting power of the Company’s then outstanding securities; or

(b) The stockholders of the Company approve and the Company
consummates a reorganization, merger or consolidation of the Company or the
Company sells, or otherwise disposes of, all or substantially all of the
Company’s property and assets, or the Company liquidates or dissolves (other
than a reorganization, merger, consolidation or sale which would result in
all or substantially all of the beneficial owners of the Voting Stock of the
Company outstanding immediately prior thereto continuing to beneficially own,
directly or indirectly (either by remaining outstanding or by being converted
into voting securities of the resulting entity), more than fifty percent
(50%) of the combined voting power of the voting securities of the Company or
such entity resulting from the transaction (including, without limitation, an
entity which as a result of such transaction owns the Company or all or
substantially all of the Company’s property or assets, directly or
indirectly) outstanding immediately after such transaction in substantially
the same proportions relative to each other as their ownership immediately
prior to such transaction); or

(c) The individuals who are Continuing Directors of the Company
(as defined below) cease for any reason to constitute at least a majority of
the Board of the Company.

2.5 “Code”
means the Internal Revenue Code of 1986, as amended.

2.6 “Company”
shall have the meaning set forth in Article 1.

2.7 “Committee”
means the committee of the Board described in Article 12.

2.8 “Continuing
Director” means (a) any member of the Board who is a member of the
Board immediately after the issuance of any class of securities of the Company
that are required to be registered under Section 12 of the Exchange Act,
or (b) any person who subsequently becomes a member of the Board whose
nomination for election or election to the Board is recommended by a majority
of the Continuing Directors.

2.9 “Covered
Employee” means an Employee who is, or could be, a “covered employee”
within the meaning of Section 162(m) of the Code.

2.10 “Disability”
means that the Participant qualifies to receive long-term disability payments
under the Company’s long-term disability insurance program, as it may be
amended from time to time.

2.11 “Dividend
Equivalents” means a right granted to a Participant pursuant to
Article 8 to receive the equivalent value (in cash or Stock) of dividends
paid on Stock.

2.12 “Effective
Date” shall have the meaning set forth in Section 13.1.

2.13 “Eligible
Individual” means any of the following individuals designated by the
Committee as eligible to receive an Award or Awards under the Plan: (a) an
officer or key Employee of the Company at or above the “director” level,
(b) all other Employees of the Company, including, but not limited to,
Regional Managers, District Managers, Area Managers and Store Managers in the
Company’s Retail Division, (c) a person expected to become an Employee of
the Company, (d) a former officer or Employee of the Company for the
purposes of adjustments to Awards pursuant to Article 11 of the Plan, or
(e) a member of the Board.

2.14 “Employee”
means any officer or other employee (as defined in accordance with
Section 3401(c) of the Code) of the Company or any Subsidiary, but shall
not include any person whose services with the Company are performed pursuant
to a contract or an arrangement that purports to treat the individual as an
independent contractor even if such individual is later determined (by judicial
action or otherwise) to have been a common law employee of the Company rather
than an independent contractor.

2.16 “Fair
Market Value” means, as of any given date, the fair market value of a share
of Stock on such date determined by such methods or procedures as may be
established from time to time by the Committee. Unless otherwise determined by
the Committee, the Fair Market Value of a share of Stock as of any date shall
be the average of the high and low trading prices for a share of Stock as
reported on the New York Stock Exchange (or on any national securities exchange
on which the Stock is then listed) for such date or, if no such prices are
reported for that date, the average of the high and low trading prices on the
next preceding date for which such prices were reported.

2.17 “Full
Value Award” means any Award other than an Option, SAR or other Award for
which the Participant pays the intrinsic value (whether directly or by forgoing
a right to receive a cash payment from the Company).

2.18 “Incentive
Stock Option” means an Option that is intended to meet the requirements of
Section 422 of the Code or any successor provision thereto.

2.19 “Independent
Director” means a member of the Board who is not an Employee of the
Company.

2.20 “Non-Employee
Director” means a member of the Board who qualifies as a “Non-Employee
Director” as defined in Rule 16b-3(b)(3) of the Exchange Act, or any
successor definition adopted by the Board.

2.21 “Non-Qualified
Stock Option” means an Option that is not intended to be an Incentive Stock
Option.

2.22 “Option”
means a right granted to a Participant pursuant to Article 5 of the
Plan to purchase a specified number of shares of Stock at a specified price
during specified time periods. An Option may be either an Incentive Stock
Option or a Non-Qualified Stock Option.

2.23 “Other
Stock-Based Award” means an Award granted or denominated in Stock or units
of Stock pursuant to Section 8.6 of the Plan.

2.24 “Participant”
means any Eligible Individual who, as a member of the Board, Consultant or
Employee, has been granted an Award pursuant to the Plan.

2.25 “Performance-Based
Award” means an Award granted to selected Covered Employees pursuant to
Articles 6 and 8, but which is subject to the terms and conditions set forth in
Article 9. All Performance-Based Awards are intended to qualify as
Qualified Performance-Based Compensation.

2.26 “Performance
Criteria” means the criteria that the Committee selects for purposes of
establishing the Performance Goal or Performance Goals for a Participant for a
Performance Period. The Performance Criteria that will be used to establish
Performance Goals are limited to the following: net earnings (either before or
after interest, taxes, depreciation and amortization), economic value-added (as
determined by the Committee), sales or revenue, net income (either before or
after taxes), operating earnings or income, cash flow (including, but not
limited to, operating cash flow and free cash flow), funds from operations,
cash flow return on capital, return on investment, return on stockholders’
equity, return on assets or net assets, return on capital, stockholder returns,
return on sales, gross or net profit margin, productivity, expense, margins, operating
efficiency, cost reduction or savings, customer satisfaction, working capital,
earnings or diluted earnings per share, price per share of Stock, and market
share, any of which may be measured either in absolute terms or as compared to
any incremental increase or as compared to results of a peer group. The
Committee shall, within the time prescribed by Section 162(m) of the Code,
define in an objective fashion the manner of calculating the Performance
Criteria it selects to use for such Performance Period for such Participant.

2.27 “Performance
Goals” means, for a Performance Period, the goals established in writing by
the Committee for the Performance Period based upon the Performance Criteria.
Depending on the Performance Criteria used to establish such Performance Goals,
the Performance Goals may be expressed in terms of overall Company performance
or the performance of a division, business unit, or an individual. The
Committee, in its discretion, may, within the time prescribed by Section 162(m)
of the Code, adjust or modify the calculation of Performance Goals for such
Performance Period in order to prevent the dilution or enlargement of the
rights of Participants (a) in the event of, or in anticipation of, any
unusual or extraordinary corporate item, transaction, event, or development, or
(b) in recognition of, or in anticipation of, any other unusual or
nonrecurring events affecting the Company, or the financial statements of the
Company, or in response to, or in anticipation of, changes in applicable laws,
regulations, accounting principles, or business conditions.

2.28 “Performance
Period” means the one or more periods of time, which may be of varying and
overlapping durations, as the Committee may select, over which the attainment of
one or more Performance Goals will be measured for the purpose of determining a
Participant’s right to, and the payment of, a Performance-Based Award.

2.29 “Performance
Share” means a right granted to a Participant pursuant to Article 8,
to receive Stock, the payment of which is contingent upon achieving certain
Performance Goals or other performance-based targets established by the
Committee.

2.30 “Performance
Stock Unit” means a right granted to a Participant pursuant to
Article 8, to receive Stock, the payment of which is contingent upon
achieving certain Performance Goals or other performance-based targets
established by the Committee.

2.31 “Plan”
shall have the meaning set forth in Article 1.

2.32 “Qualified
Performance-Based Compensation” means any compensation that is intended to
qualify as “qualified performance-based compensation” as described in
Section 162(m)(4)(C) of the Code.

2.33 “Restricted
Stock” means Stock awarded to a Participant pursuant to Article 6 that
is subject to certain restrictions and may be subject to risk of forfeiture.

2.36 “Stock”
means the common stock of the Company, par value $0.01 per share, and such
other securities of the Company that may be substituted for Stock pursuant to
Article 11.

2.37 “Stock
Appreciation Right” or “SAR” means a right granted pursuant to
Article 7 to receive a payment equal to the excess of the Fair Market Value
of a specified number of shares of Stock on the date the SAR is exercised over
the Fair Market Value on the date the SAR was granted as set forth in the
applicable Award Agreement.

2.38 “Stock
Payment” means (a) a payment in the form of shares of Stock, or
(b) an option or other right to purchase shares of Stock, as part of any
bonus, deferred compensation or other arrangement, made in lieu of all or any
portion of the compensation, granted pursuant to Article 8.

2.39 “Subsidiary”
means any “subsidiary corporation” as defined in Section 424(f) of the Code
and any applicable regulations promulgated thereunder or any other entity of
which at least 50% of the outstanding voting stock or voting power is
beneficially owned directly or indirectly by the Company.

2.40 “Voting
Stock” means all capital stock of the Company which by its terms may be
voted on all matters submitted to stockholders of the Company generally.

ARTICLE
3: SHARES OF STOCK SUBJECT TO THE PLAN

3.1 Number
of Shares of Stock.

(a) Subject
to Article 11 and Section 3.1(b), the aggregate number of shares of
Stock which may be issued or transferred pursuant to Awards (including, without
limitation, Incentive Stock Options) under the Plan shall be 10,000,000.

(b) To
the extent that an Award terminates, expires, or lapses for any reason, any
shares of Stock subject to the Award shall again be available for the grant of
an Award pursuant to the Plan. Additionally, any shares of Stock tendered or
withheld to satisfy the grant or exercise price or tax withholding obligation
pursuant to any Award shall again be available for the grant of an Award
pursuant to the Plan. To the extent permitted by applicable law or any exchange
rule, shares of Stock issued in assumption of, or in substitution for, any
outstanding awards of any entity acquired in any form of combination by the
Company or any Subsidiary shall not be counted against shares of Stock
available for grant pursuant to this Plan. Dividend Equivalents payable in cash
shall not be counted against the shares available for issuance under the Plan.

3.2 Stock
Distributed. Any Stock distributed pursuant to an Award may consist, in
whole or in part, of authorized and unissued Stock, treasury Stock or Stock
purchased on the open market.

3.3 Limitation
on Number of Shares of Stock Subject to Awards. Notwithstanding any
provision in the Plan to the contrary, and subject to Article 11, the
aggregate number of shares of Stock that may be used in settlement or payment
of Awards, other than Options or SARs, is 5,000,000 shares of Stock, of

which no more than 500,000
shares of Stock may be issued without provisions limiting vesting to either
(a) a period of no less than one year, in the case of Awards tied to
specific performance criteria, or (b) a period of no less than three years
(which may occur in pro rata installments over such period), for all other
types of Awards. The number of shares of Stock for which Awards may be granted
to any person over the term of the Plan shall not exceed 2,000,000 shares.
Issued shares of Stock shall consist of authorized and unissued Stock, or
treasury Stock, and no fractional shares of Stock shall be issued. Cash may be
paid in lieu of any fractional shares of Stock in settlement of Awards.

3.4 Additional
Independent Director Limitations. Notwithstanding any other provision of
this Plan to the contrary: (a) the maximum number of shares of Stock that
may be subject to Awards granted to any Independent Director with respect to
any fiscal year shall be 75,000 and (b) with respect to any fiscal year,
all similarly situated Independent Directors, taking into account such
Independent Directors’ dates of election or appointment to the Board and
positions on the Board or service on committees thereof, shall receive the same
number and type of Awards. If at any time an Independent Director is provided
with the opportunity to receive Awards in lieu of otherwise payable cash
compensation, then the Company shall offer all then-serving Independent
Directors the opportunity to receive such Awards on the same terms and
conditions.

ARTICLE
4: ELIGIBILITY AND PARTICIPATION

4.1 Eligibility.
Each Eligible Individual shall be eligible to be granted one or more Awards
pursuant to the Plan.

4.2 Participation.
Subject to the provisions of the Plan, the Committee may, from time to
time, select from among all Eligible Individuals, those to whom Awards shall be
granted and shall determine the nature and amount of each Award. No Eligible
Individual shall have any right to be granted an Award pursuant to this Plan.

4.3 Foreign
Participants. In order to assure the viability of Awards granted to
Participants employed in foreign countries, the Committee may provide for such
special terms as it may consider necessary or appropriate to accommodate
differences in local law, tax policy, or custom. Moreover, the Committee may
approve such supplements to, or amendments, restatements, or alternative
versions of, the Plan as it may consider necessary or appropriate for such
purposes without thereby affecting the terms of the Plan as in effect for any
other purpose; provided, however, that no such supplements, amendments,
restatements, or alternative versions shall increase the share limitations
contained in Sections 3.1 and 3.3 of the Plan.

ARTICLE 5: STOCK
OPTIONS

5.1 General.
The Committee is authorized to grant Options to Participants on the
following terms and conditions:

(a) Exercise Price. The exercise price per share of Stock
subject to an Option shall be determined by the Committee and set forth in
the Award Agreement; provided that the exercise price for any Option
shall not be less than 100% of the Fair Market Value of a share of Stock on
the date of grant.

(b) Time and Conditions of Exercise. The Committee shall
determine the time or times at which an Option may be exercised in whole or
in part; providedthat the term of any Option granted under the Plan
shall not exceed ten years. The Committee shall also determine the
performance or other conditions, if any, that must be satisfied before all or
part of an Option may be exercised.

(c) Payment. The Committee shall determine the methods by
which the exercise price of an Option may be paid, the form of payment,
including, without limitation: (i) cash, (ii) shares of Stock
(either actually or by attestation) held for such period of time as may be
required by the Committee in order to avoid adverse accounting consequences
and having a Fair Market Value on the date of delivery equal to the aggregate
exercise price of the Option or exercised portion thereof, or
(iii) other

property acceptable to the
Committee (including through the delivery of a notice that the Participant
has placed a market sell order with a broker with respect to shares of Stock
then issuable upon exercise of the Option, and that the broker has been
directed to pay a sufficient portion of the net proceeds of the sale to the
Company in satisfaction of the Option exercise price; provided that
payment of such proceeds is then made to the Company upon settlement of such
sale), and the methods by which shares of Stock shall be delivered or deemed
to be delivered to Participants. Notwithstanding any other provision of the
Plan to the contrary, no Participant who is a member of the Board or an
“executive officer” of the Company within the meaning of Section 13(k)
of the Exchange Act shall be permitted to pay the exercise price of an Option
in any method which would violate Section 13(k) of the Exchange Act.

(d) Evidence of Grant. All Options shall be evidenced by
a written Award Agreement between the Company and the Participant. The Award
Agreement shall include such additional provisions as may be specified by the
Committee.

5.2 Incentive
Stock Options. The terms of any Incentive Stock Options granted pursuant to
the Plan must comply with the conditions and limitations contained
Section 13.2 and this Section 5.2.

(a) Eligibility. Incentive Stock Options may be granted
only to employees of the Company or any “subsidiary corporation” thereof
(within the meaning of Section 424(f) of the Code and the applicable
regulations promulgated thereunder).

(b) Exercise Price. The exercise price per share of Stock
shall be set by the Committee; provided that subject to
Section 5.2(d) the exercise price for any Incentive Stock Option shall
not be less than 100% of the Fair Market Value on the date of grant.

(c) Individual Dollar Limitation. The aggregate Fair
Market Value (determined as of the time the Option is granted) of all shares
of Stock with respect to which Incentive Stock Options are first exercisable
by a Participant in any calendar year may not exceed $100,000 or such other
limitation as imposed by Section 422(d) of the Code, or any successor
provision. To the extent that Incentive Stock Options are first exercisable
by a Participant in excess of such limitation, the excess shall be considered
Non-Qualified Stock Options.

(d) Ten Percent Owners. An Incentive Stock Option shall
be granted to any individual who, at the date of grant, owns stock possessing
more than ten percent of the total combined voting power of all classes of
Stock of the Company only if such Option is granted at a price that is not
less than 110% of Fair Market Value on the date of grant and the Option is
exercisable for no more than five years from the date of grant.

(e) Notice of Disposition. The Participant shall give the
Company prompt notice of any disposition of shares of Stock acquired by
exercise of an Incentive Stock Option within (i) two years from the date
of grant of such Incentive Stock Option or (ii) one year after the
transfer of such shares of Stock to the Participant.

(f) Right to Exercise. During a Participant’s lifetime,
an Incentive Stock Option may be exercised only by the Participant.

5.3 Substitution
of Stock Appreciation Rights. The Committee may provide in the Award
Agreement evidencing the grant of an Option that the Committee, in its sole
discretion, shall have to right to substitute a Stock Appreciation Right for
such Option at any time prior to or upon exercise of such Option, subject to
the provisions of Section 7.2 hereof; provided that such Stock
Appreciation Right shall be exercisable with respect to the same number of
shares of Stock for which such substituted Option would have been exercisable.

5.4 Paperless
Exercise. In the event that the Company establishes, for itself or using
the services of a third party, an automated system for the exercise of Options,
such as a system using an internet website or interactive voice response, then
the paperless exercise of options by a Participant may be permitted through the
use of such an automated system.

6.1 Grant
of Restricted Stock. The Committee is authorized to make Awards of
Restricted Stock to any Participant selected by the Committee in such amounts
and subject to such terms and conditions as determined by the Committee. All
Awards of Restricted Stock shall be evidenced by a written Restricted Stock
Award Agreement.

6.2 Issuance
and Restrictions. Subject to Section 10.6, Restricted Stock shall be
subject to such restrictions on transferability and other restrictions as the
Committee may impose (including, without limitation, limitations on the right
to vote Restricted Stock or the right to receive dividends on the Restricted
Stock). These restrictions may lapse separately or in combination at such
times, pursuant to such circumstances, in such installments, or otherwise, as
the Committee determines at the time of the grant of the Award or thereafter.

6.3 Forfeiture.
Except as otherwise determined by the Committee at the time of the grant of
the Award or thereafter, upon termination of employment or service during the
applicable restriction period, Restricted Stock that is at that time subject to
restrictions shall be forfeited; provided, however, that, except as
otherwise provided by Section 10.6, the Committee may (a) provide in
any Restricted Stock Award Agreement that restrictions or forfeiture conditions
relating to Restricted Stock will be waived in whole or in part in the event of
terminations resulting from specified causes, and (b) in other cases waive
in whole or in part restrictions or forfeiture conditions relating to
Restricted Stock.

6.4 Certificates
for Restricted Stock. Restricted Stock granted pursuant to the Plan may be
evidenced in such manner as the Committee shall determine. If certificates
representing shares of Restricted Stock are registered in the name of the
Participant, certificates must bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such Restricted Stock, and
the Company may, at its discretion, retain physical possession of the
certificate until such time as all applicable restrictions lapse.

ARTICLE 7: STOCK
APPRECIATION RIGHTS

7.1 Grant
of Stock Appreciation Rights. A Stock Appreciation Right may be granted to
any Participant selected by the Committee. A Stock Appreciation Right may be
granted (a) in connection and simultaneously with the grant of an Option,
(b) with respect to a previously granted Option, or (c) independent
of an Option. A Stock Appreciation Right shall be subject to such terms and
conditions not inconsistent with the Plan as the Committee shall impose and
shall be evidenced by an Award Agreement.

7.2 Coupled
Stock Appreciation Rights.

(a) A
Coupled Stock Appreciation Right (“CSAR”) shall be related to a particular
Option and shall be exercisable only when and to the extent the related Option
is exercisable.

(b) A
CSAR may be granted to a Participant for no more than the number of shares
subject to the simultaneously or previously granted Option to which it is
coupled.

(c) A
CSAR shall entitle the Participant (or other person entitled to exercise the Option
pursuant to the Plan) to surrender to the Company the unexercised portion of
the Option to which the CSAR relates (to the extent then exercisable pursuant
to its terms) and to receive from the Company in exchange therefor an amount
determined by multiplying the difference obtained by subtracting the Option
exercise price from the Fair Market Value of a share of Stock on the date of
exercise of the CSAR by the number of shares of Stock with respect to which the
CSAR shall have been exercised, subject to any limitations the Committee may
impose.

7.3 Independent
Stock Appreciation Rights.

(a) An
Independent Stock Appreciation Right (“ISAR”) shall be unrelated to any
Option and shall have a term set by the Committee. An ISAR shall be exercisable
in such installments as the Committee may determine. An ISAR shall cover such
number of shares of Stock as the Committee may determine. The exercise price
per share of Stock subject to each ISAR shall be set by the Committee; provided,
however, that the exercise price for any ISAR shall not be less than 100%
of the Fair Market Value on the date of grant; and provided, further,
that, the Committee in its sole and absolute discretion may provide that the
ISAR may be exercised subsequent to a termination of employment or service, as
applicable, or following a Change in Control of the Company, or because of the
Participant’s retirement, death or disability, or otherwise.

(b) An
ISAR shall entitle the Participant (or other person entitled to exercise the
ISAR pursuant to the Plan) to exercise all or a specified portion of the ISAR
(to the extent then exercisable pursuant to its terms) and to receive from the
Company an amount determined by multiplying the difference obtained by
subtracting the exercise price per share of the ISAR from the Fair Market Value
of a share of Stock on the date of exercise of the ISAR by the number of shares
of Stock with respect to which the ISAR shall have been exercised, subject to
any limitations the Committee may impose.

7.4 Payment
and Limitations on Exercise.

(a) Payment
of the amounts determined under Sections 7.2(c) and 7.3(b) above shall be
in cash, in Stock (based on its Fair Market Value as of the date the Stock
Appreciation Right is exercised) or a combination of both, as determined by the
Committee.

(b) To
the extent any payment under Section 7.2(c) or 7.3(b) is effected in Stock
it shall be made subject to satisfaction of all provisions of Article 5 above
pertaining to Options.

ARTICLE 8: OTHER
TYPES OF AWARDS

8.1 Performance
Share Awards. Any Participant selected by the Committee may be granted one
or more Performance Share awards which shall be denominated in a number of
shares of Stock and which may be linked to any one or more of the Performance
Criteria or other specific performance criteria determined appropriate by the
Committee, in each case on a specified date or dates or over any period or
periods determined by the Committee.

8.2 Performance
Stock Units. Any Participant selected by the Committee may be granted one
or more Performance Stock Unit awards which shall be denominated in units of
value including dollar value of shares of Stock and which may be linked to any
one or more of the Performance Criteria or other specific performance criteria
determined appropriate by the Committee, in each case on a specified date or
dates or over any period or periods determined by the Committee.

8.3 Dividend
Equivalents.

(a) Any
Participant selected by the Committee may be granted Dividend Equivalents based
on the dividends declared on the shares of Stock that are subject to any Award,
to be credited as of dividend payment dates, during the period between the date
the Award is granted and the date the Award is

exercised, vests or expires,
as determined by the Committee. Such Dividend Equivalents shall be converted to
cash or additional shares of Stock by such formula and at such time and subject
to such limitations as may be determined by the Committee.

(b) Dividend
Equivalents granted with respect to Options or SARs that are intended to be
Qualified Performance-Based Compensation shall be payable, with respect to
pre-exercise periods, regardless of whether such Option or SAR is subsequently
exercised.

8.4 Stock
Payments. Any Participant selected by the Committee may receive Stock
Payments in the manner determined from time to time by the Committee. The
number of shares shall be determined by the Committee and may be based upon the
Performance Criteria or other specific performance criteria determined
appropriate by the Committee, determined on the date such Stock Payment is made
or on any date thereafter.

8.5 Restricted
Stock Units. The Committee is authorized to make Awards of Restricted Stock
Units to any Participant selected by the Committee in such amounts and subject
to such terms and conditions as determined by the Committee. At the time of
grant, the Committee shall specify the date or dates on which the Restricted
Stock Units shall become fully vested and nonforfeitable, and may specify such
conditions to vesting as it deems appropriate subject to Section 10.6. At
the time of grant, the Committee shall specify the maturity date applicable to
each grant of Restricted Stock Units which shall be no earlier than the vesting
date or dates of the Award and may be determined at the election of the
grantee. On the maturity date, the Company shall, subject to
Section 10.5(b), transfer to the Participant one unrestricted, fully
transferable share of Stock for each Restricted Stock Unit scheduled to be paid
out on such date and not previously forfeited, or in the sole discretion of the
Committee, an amount in cash equal to the Fair Market Value of such shares on
the maturity date or a combination of cash and Stock as determined by the
Committee. The Committee shall specify the purchase price, if any, to be paid
by the grantee to the Company for such shares of Stock.

8.6 Other
Stock-Based Awards. Any Participant selected by the Committee may be
granted one or more Awards that provide Participants with shares of Stock or
the right to purchase shares of Stock or that have a value derived from the
value of, or an exercise or conversion privilege at a price related to, or that
are otherwise payable in shares of Stock and which may be linked to any one or
more of the Performance Criteria or other specific performance criteria
determined appropriate by the Committee, in each case on a specified date or
dates or over any period or periods determined by the Committee subject to
Section 10.6.

8.7 Term.
Except as otherwise provided herein, the term of any Award of Performance
Shares, Performance Stock Units, Dividend Equivalents, Stock Payments,
Restricted Stock Units or Other Stock-Based Award shall be set by the Committee
in its discretion.

8.8 Exercise
or Purchase Price. The Committee may establish the exercise or purchase
price, if any, of any Award of Performance Shares, Performance Stock Units,
Stock Payments, Restricted Stock Units or Other Stock-Based Award; provided,
however, that such price shall not be less than the par value of a share of
Stock on the date of grant, unless otherwise permitted by applicable state law.

8.9 Exercise
Upon Termination of Employment or Service. An Award of Performance Shares,
Performance Stock Units, Dividend Equivalents, Stock Payments, Restricted Stock
Units and Other Stock-Based Award shall only be exercisable or payable while
the Participant is an Employee or a member of the Board, as applicable; provided,
however, that the Committee in its sole and absolute discretion may provide
that an Award of Performance Shares, Performance Stock Units, Dividend
Equivalents, Stock Payments, Restricted Stock Units or Other Stock-Based Award
may be exercised or paid subsequent to a termination of employment or service,
as applicable, or following a Change in Control of the Company, or because of
the Participant’s retirement, death or disability, or otherwise; provided,
however, that any such provision with respect to Performance Shares or
Performance Stock Units shall be subject to the requirements of
Section 162(m) of the Code that apply to Qualified Performance-Based
Compensation.

8.10 Form
of Payment. Payments with respect to any Awards granted under this
Article 8 shall be made in cash, in Stock or a combination of both, as
determined by the Committee.

8.11 Award
Agreement. All Awards under this Article 8 shall be subject to such
additional terms and conditions as determined by the Committee and shall be
evidenced by a written Award Agreement. In making such determinations with
respect to granting any Awards pursuant to this Article 8, the Committee
shall consider (among such other factors as it deems relevant in light of the
specific type of Award) the contributions, responsibilities and other
compensation of the particular Participant.

ARTICLE 9: PERFORMANCE-BASED
AWARDS

9.1 Purpose.
The purpose of this Article 9 is to provide the Committee the ability
to qualify Awards other than Options and SARs and that are granted pursuant to
Articles 6 and 8 as Qualified Performance-Based Compensation. If the Committee,
in its discretion, decides to grant a Performance-Based Award to a Covered
Employee, the provisions of this Article 9 shall control over any contrary
provision contained in Articles 6 or 8; provided, however, that the
Committee may in its discretion grant Awards to Covered Employees that are
based on Performance Criteria or Performance Goals but that do not satisfy the
requirements of this Article 9.

9.2 Applicability.
This Article 9 shall apply only to those Covered Employees selected by
the Committee to receive Performance-Based Awards. The designation of a Covered
Employee as a Participant for a Performance Period shall not in any manner
entitle the Participant to receive an Award for the period. Moreover,
designation of a Covered Employee as a Participant for a particular Performance
Period shall not require designation of such Covered Employee as a Participant
in any subsequent Performance Period and designation of one Covered Employee as
a Participant shall not require designation of any other Covered Employees as a
Participant in such period or in any other period.

9.3 Procedures
with Respect to Performance-Based Awards. To the extent necessary to comply
with the Qualified Performance-Based Compensation requirements of
Section 162(m)(4)(C) of the Code, with respect to any Award granted under
Articles 6 and 8 which may be granted to one or more Covered Employees, no
later than ninety (90) days following the commencement of any fiscal year
in question or any other designated fiscal period or period of service (or such
other time as may be required or permitted by Section 162(m) of the Code),
the Committee shall, in writing, (a) designate one or more Covered
Employees, (b) select the Performance Criteria applicable to the
Performance Period, (c) establish the Performance Goals, and amounts of
such Awards, as applicable, which may be earned for such Performance Period,
and (d) specify the relationship between Performance Criteria and the
Performance Goals and the amounts of such Awards, as applicable, to be earned
by each Covered Employee for such Performance Period. Following the completion
of each Performance Period, the Committee shall certify in writing whether the
applicable Performance Goals have been achieved for such Performance Period. In
determining the amount earned by a Covered Employee, the Committee shall have
the right to reduce or eliminate (but not to increase) the amount payable at a
given level of performance to take into account additional factors that the
Committee may deem relevant to the assessment of individual or corporate
performance for the Performance Period.

9.4 Payment
of Performance-Based Awards. Unless otherwise provided in the applicable
Award Agreement, a Participant must be employed by the Company or a Subsidiary
on the day a Performance-Based Award for such Performance Period is paid to the
Participant. Furthermore, a Participant shall be eligible to receive payment
pursuant to a Performance-Based Award for a Performance Period only if the
Performance Goals for such period are achieved.

9.5 Additional
Limitations. Notwithstanding any other provision of the Plan, any Award
which is granted to a Covered Employee and is intended to constitute Qualified
Performance-Based Compensation shall be subject to any additional limitations
set forth in Section 162(m) of the Code (including any amendment to Section 162(m)
of the Code) or any regulations or rulings issued thereunder that are
requirements for qualification as qualified performance-based compensation as
described in Sec-

tion 162(m)(4)(C) of the
Code, and the Plan shall be deemed amended to the extent necessary to conform
to such requirements.

ARTICLE 10: PROVISIONS
APPLICABLE TO AWARDS

10.1 Stand-Alone
and Tandem Awards. Awards granted pursuant to the Plan may, in the
discretion of the Committee, be granted either alone, in addition to, or in
tandem with, any other Award granted pursuant to the Plan. Awards granted in
addition to or in tandem with other Awards may be granted either at the same
time as or at a different time from the grant of such other Awards.

10.2 Award
Agreement. Awards under the Plan shall be evidenced by Award Agreements
that set forth the terms, conditions and limitations for each Award which may
include the term of an Award, the provisions applicable in the event the
Participant’s employment or service terminates, and the Company’s authority to
unilaterally or bilaterally amend, modify, suspend, cancel or rescind an Award.

10.3 Limits
on Transfer. No right or interest of a Participant in any Award may be
pledged, encumbered, or hypothecated to or in favor of any party other than the
Company or a Subsidiary, or shall be subject to any lien, obligation, or
liability of such Participant to any other party other than the Company or a
Subsidiary. Except as otherwise provided by the Committee, no Award shall be
assigned, transferred, or otherwise disposed of by a Participant other than by
will or the laws of descent and distribution. The Committee by express
provision in the Award or an amendment thereto may permit an Award (other than
an Incentive Stock Option) to be transferred to, exercised by and paid to
certain persons or entities related to the Participant, including but not
limited to members of the Participant’s family, charitable institutions, or
trusts or other entities whose beneficiaries or beneficial owners are members
of the Participant’s family and/or charitable institutions, or to such other
persons or entities as may be expressly approved by the Committee, pursuant to
such conditions and procedures as the Committee may establish. Any permitted
transfer shall be subject to the condition that the Committee receive evidence
satisfactory to it that the transfer is being made for estate and/or tax
planning purposes (or to a “blind trust” in connection with the Participant’s
termination of employment or service with the Company or a Subsidiary to assume
a position with a governmental, charitable, educational or similar non-profit
institution) and on a basis consistent with the Company’s lawful issue of
securities.

10.4 Beneficiaries.
Notwithstanding Section 10.3, a Participant may, in the manner
determined by the Committee, designate a beneficiary to exercise the rights of
the Participant and to receive any distribution with respect to any Award upon
the Participant’s death. A beneficiary, legal guardian, legal representative,
or other person claiming any rights pursuant to the Plan is subject to all
terms and conditions of the Plan and any Award Agreement applicable to the
Participant, except to the extent the Plan and Award Agreement otherwise
provide, and to any additional restrictions deemed necessary or appropriate by
the Committee. If the Participant is married and resides in a community
property state, a designation of a person other than the Participant’s spouse
as his or her beneficiary with respect to more than 50% of the Participant’s
interest in the Award shall not be effective without the prior written consent
of the Participant’s spouse. If no beneficiary has been designated or survives
the Participant, payment shall be made to the person entitled thereto pursuant
to the Participant’s will or the laws of descent and distribution. Subject to
the foregoing, a beneficiary designation may be changed or revoked by a
Participant at any time provided the change or revocation is filed with the
Committee.

10.5 Stock
Certificates; Book Entry Procedures.

(a) Notwithstanding
anything herein to the contrary, the Company shall not be required to issue or
deliver any certificates evidencing shares of Stock pursuant to the exercise of
any Award, unless and until the Board has determined, with advice of counsel,
that the issuance and delivery of such certificates is in compliance with all
applicable laws, regulations of governmental authorities and, if applicable,
the requirements of any exchange on which the shares of Stock are listed or
traded. All Stock certificates delivered pursuant to the Plan are subject to
any stop-transfer orders and other restrictions as the Committee deems
necessary or advisable to comply with federal, state, or foreign jurisdiction,
securities or

other laws, rules and
regulations and the rules of any national securities exchange or automated
quotation system on which the Stock is listed, quoted, or traded. The Committee
may place legends on any Stock certificate to reference restrictions applicable
to the Stock. In addition to the terms and conditions provided herein, the
Board may require that a Participant make such reasonable covenants,
agreements, and representations as the Board, in its discretion, deems
advisable in order to comply with any such laws, regulations, or requirements.
The Committee shall have the right to require any Participant to comply with
any timing or other restrictions with respect to the settlement or exercise of
any Award, including a window-period limitation, as may be imposed in the
discretion of the Committee.

(b) Notwithstanding
any other provision of the Plan, unless otherwise determined by the Committee
or required by any applicable law, rule or regulation, the Company shall not
deliver to any Participant certificates evidencing shares of Stock issued in
connection with any Award and instead such shares of Stock shall be recorded in
the books of the Company (or, as applicable, its transfer agent or stock plan
administrator).

10.6 Full
Value Award Vesting Limitations. Notwithstanding any other provision of
this Plan to the contrary, Full Value Awards made to Employees or Consultants
shall become vested over a period of not less than three years (or, in the case
of vesting based upon the attainment of Performance Goals or other
performance-based objectives, over a period of not less than one year)
following the date the Award is made; provided, however, that,
notwithstanding the foregoing, Full Value Awards that result in the issuance of
an aggregate of up to 500,000 of the shares of Stock available pursuant to
Section 3.1(a) may be granted to any one or more Participants without
respect to such minimum vesting provisions.

ARTICLE 11: CHANGES
IN CAPITAL STRUCTURE

11.1 Adjustments.

(a) In
the event of any stock dividend, stock split, combination or exchange of
shares, merger, consolidation, spin-off, recapitalization, distribution of
Company assets to stockholders (other than normal cash dividends), or any other
corporate event affecting the Stock or the share price of the Stock, the
Committee may make such proportionate adjustments, if any, as the Committee in
its discretion may deem appropriate to reflect such changes with respect to
(i) the aggregate number and type of shares that may be issued under the
Plan (including, but not limited to, adjustments of the limitations in
Sections 3.1 and 3.3); (ii) the terms and conditions of any
outstanding Awards (including, without limitation, any applicable performance
targets or criteria with respect thereto); and (iii) the grant or exercise
price per share for any outstanding Awards under the Plan. Any adjustment
affecting an Award intended as Qualified Performance-Based Compensation shall
be made consistent with the requirements of Section 162(m) of the Code.

(b) In
the event of any transaction or event described in Section 11.1(a) or any
unusual or nonrecurring transactions or events affecting the Company, any
affiliate of the Company, or the financial statements of the Company or any
affiliate (including without limitation any Change in Control), or of changes
in applicable laws, regulations or accounting principles, and whenever the
Committee determines that action is appropriate in order to prevent the
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan or with respect to any Award under the Plan, to
facilitate such transactions or events or to give effect to such changes in
laws, regulations or principles, the Committee, in its sole discretion and on
such terms and conditions as it deems appropriate, either by amendment of the
terms of any outstanding Awards or by action taken prior to the occurrence of
such transaction or event and either automatically or upon the Participant’s
request, is hereby authorized to take any one or more of the following actions:

(i) To provide for either (A) termination of any such Award
in exchange for an amount of cash and/or other property, if any, equal to the
amount that would have been attained upon the exercise of such Award or
realization of the Participant’s rights (and, for the avoidance of doubt, if
as of the date of the occurrence of the transaction or event described in
this Section 11.1(b) the Committee

determines in good faith
that no amount would have been attained upon the exercise of such Award or
realization of the Participant’s rights, then such Award may be terminated by
the Company without payment) or (B) the replacement of such Award with
other rights or property selected by the Committee in its sole discretion;

(ii) To provide that such Award be assumed by the successor or
survivor corporation, or a parent or subsidiary thereof, or shall be
substituted for by similar options, rights or awards covering the stock of
the successor or survivor corporation, or a parent or subsidiary thereof,
with appropriate adjustments as to the number and kind of shares and prices;
and

(iii) To make adjustments in the number and type of shares of
Stock (or other securities or property) subject to outstanding Awards, and in
the number and kind of outstanding Restricted Stock and/or in the terms and
conditions of (including the grant or exercise price), and the criteria
included in, outstanding options, rights and awards and options, rights and
awards which may be granted in the future;

(iv) To provide that such Award shall be exercisable or payable
or fully vested with respect to all shares covered thereby, notwithstanding
anything to the contrary in the Plan or the applicable Award Agreement; and

(v) To provide that the Award cannot vest, be exercised or
become payable after such event.

11.2 Acceleration
Upon a Change in Control. Notwithstanding Section 11.1, and except as
may otherwise be provided in any applicable Award Agreement or other written
agreement entered into between the Company and a Participant, immediately prior
to a Change in Control all Awards shall become fully exercisable and all
forfeiture restrictions on such Awards shall lapse. Upon, or in anticipation
of, a Change in Control, the Committee may cause any and all Awards outstanding
hereunder to terminate at a specific time in the future, including but not
limited to the date of such Change in Control, and shall give each Participant
the right to exercise such Awards during a period of time as the Committee, in
its sole and absolute discretion, shall determine. In the event that the terms
of any agreement between the Company or any Company subsidiary or affiliate and
a Participant contains provisions that conflict with and are more restrictive
than the provisions of this Section 11.2, this Section 11.2 shall
prevail and control and the more restrictive terms of such agreement (and only
such terms) shall be of no force or effect.

11.3 Outstanding
Awards — Certain Mergers. Subject to any required action by the
stockholders of the Company, in the event that the Company shall be the
surviving corporation in any merger or consolidation (except a merger or
consolidation as a result of which the holders of shares of Stock receive
securities of another corporation), each Award outstanding on the date of such
merger or consolidation shall pertain to and apply to the securities that a
holder of the number of shares of Stock subject to such Award would have
received in such merger or consolidation.

11.4 Outstanding
Awards — Other Changes. In the event of any other change in the
capitalization of the Company or corporate change other than those specifically
referred to in this Article 11, the Committee may, in its absolute
discretion, make such adjustments in the number and kind of shares or other
securities subject to Awards outstanding on the date on which such change
occurs and in the per share grant or exercise price of each Award as the
Committee may consider appropriate to prevent dilution or enlargement of
rights.

11.5 No
Other Rights. Except as expressly provided in the Plan, no Participant
shall have any rights by reason of any subdivision or consolidation of shares
of stock of any class, the payment of any dividend, any increase or decrease in
the number of shares of stock of any class or any dissolution, liquidation,
merger, or consolidation of the Company or any other corporation. Except as
expressly provided in the Plan or pursuant to action of the Committee under the
Plan, no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number of shares of Stock
subject to an Award or the grant or exercise price of any Award.

12.1 Committee.
Except as the Board may otherwise determine or as may be necessary to
comply with the requirements of Section 162(m) of the Code,
Rule 16b-3 promulgated under the Exchange Act or to the extent required by
any other applicable rule or regulation, the Plan shall be administered by the
Human Resources and Governance Committee of the Board (“Committee”). The
Committee shall consist solely of two or more members of the Board each of whom
is both an “outside director,” within the meaning of Section 162(m) of the
Code, and a Non-Employee Director. Notwithstanding the foregoing: (a) the
full Board, acting by a majority of its members in office, shall conduct the
general administration of the Plan with respect to all Awards granted to
Independent Directors and for purposes of such Awards the term “Committee” as
used in this Plan shall be deemed to refer to the Board and (b) the
Committee may delegate its authority hereunder to the extent permitted by
Section 12.4. The Board may abolish the Committee at any time and revest
in the Board the administration of the Plan.

12.2 Action
by the Committee. Each member of the Committee shall be entitled to, in
good faith, rely or act upon any report or other information furnished to that
member by any officer or other employee of the Company or any Subsidiary, the
Company’s independent certified public accountants, or any executive
compensation consultant or other professional retained by the Company to assist
in the administration of the Plan. Subject to the Company’s Bylaws and the
Committee’s Charter, the Committee shall have the exclusive power, authority
and discretion to grant Awards and determine the terms and conditions of any
Award consistent with the terms of the Plan, based in each case on such
considerations as the Committee in its sole discretion determines; provided,
however, that the Committee shall not have the authority to accelerate the
vesting or waive the forfeiture of any Performance-Based Awards; and provided,
further, that in no event shall the Committee have the power to cancel
outstanding Awards for the purpose of replacing or regranting such Awards with
an exercise or purchase price that is less that the exercise or purchase price
of the original Awards. The Committee shall also have the exclusive power,
authority and discretion to decide all matters that must be determined in
connection with an Award; establish, adopt, or revise any rules and regulations
as it may deem necessary or advisable to administer the Plan; interpret the
terms of, and any matter arising pursuant to, the Plan or any Award Agreement;
and make all other decisions and determinations that may be required pursuant
to the Plan or as the Committee deems necessary or advisable to administer the
Plan.

12.3 Decisions
Binding. The Committee’s interpretation of the Plan, any Awards granted
pursuant to the Plan, any Award Agreement and all decisions and determinations
by the Committee with respect to the Plan are final, binding, and conclusive on
all parties.

12.4 Delegation
of Authority. To the extent permitted by applicable law, the Committee may
from time to time delegate to a committee of one or more members of the Board
or one or more officers of the Company the authority to grant or amend Awards
to Participants other than (a) senior executives of the Company who are
subject to Section 16 of the Exchange Act, (b) Covered Employees, or
(c) officers of the Company (or members of the Board) to whom authority to
grant or amend Awards has been delegated hereunder. Any delegation hereunder
shall be subject to the restrictions and limits that the Committee specifies at
the time of such delegation, and the Committee may at any time rescind the
authority so delegated or appoint a new delegatee. At all times, the delegatee
appointed under this Section 12.4 shall serve in such capacity at the
pleasure of the Committee.

ARTICLE 13: EFFECTIVE
AND EXPIRATION DATE

13.1 Effective
Date. The Plan is effective as of the date the Plan is approved by the
Company’s stockholders (the “Effective Date”). The Plan will be deemed
to be approved by the stockholders if it receives the affirmative vote of the
holders of a majority of the shares of stock of the Company present or
represented and entitled to vote at a meeting duly held in accordance with the
applicable provisions of the Company’s Bylaws.

13.2 Expiration
Date. The Plan will expire on, and no Incentive Stock Option or other Award
may be granted pursuant to the Plan after, the earlier of the tenth anniversary
of (i) the Effective Date or (ii) the date this Plan is approved by
the Board. Any Awards that are outstanding on the tenth anniversary of the
Effective Date shall remain in force according to the terms of the Plan and the
applicable Award Agreement.

ARTICLE
14: AMENDMENT, MODIFICATION, AND TERMINATION

14.1 Amendment,
Modification, And Termination. With the approval of the Board, at any time
and from time to time, the Committee may terminate, amend or modify the Plan; provided,
however, that (a) to the extent necessary and desirable to comply with
any applicable law, regulation, or stock exchange rule, the Company shall
obtain stockholder approval of any Plan amendment in such a manner and to such
a degree as required, and (b) stockholder approval is required for any
amendment to the Plan that (i) increases the number of shares available
under the Plan (other than any adjustment as provided by Article 11), (ii) permits
the Committee to grant Options with an exercise price that is below Fair Market
Value on the date of grant, or (iii) permits the Committee to extend the
exercise period for an Option beyond ten years from the date of grant. Subject
to Article 11 but notwithstanding any other provision in this Plan to the
contrary, absent approval of the stockholders of the Company, no Option may be
amended to reduce the per share exercise price of the shares subject to such
Option below the per share exercise price as of the date the Option is granted
and, except as permitted by Article 11, no Option may be granted in
exchange for, or in connection with, the cancellation or surrender of an Option
having a higher per share exercise price. An amendment to this Plan will be
deemed to be approved by the stockholders if it receives the affirmative vote
of the holders of a majority of the shares of stock of the Company present or
represented and entitled to vote at a meeting duly held in accordance with the
applicable provisions of the Company’s Bylaws.

14.2 Awards
Previously Granted. No termination, amendment, or modification of the Plan
shall adversely affect in any material way any Award previously granted
pursuant to the Plan without the prior written consent of the Participant.

ARTICLE 15: GENERAL
PROVISIONS

15.1 No
Rights to Awards. No Eligible Individual or other person shall have any
claim to be granted any Award pursuant to the Plan, and neither the Company nor
the Committee is obligated to treat Eligible Individuals, Participants or any
other persons uniformly.

15.2 No
Stockholders Rights. Except as otherwise provided herein, a Participant
shall have none of the rights of a stockholder with respect to shares of Stock
covered by any Award until the Participant becomes the record owner of such
shares of Stock.

15.3 Withholding.
The Company or any Subsidiary shall have the authority and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state, local and foreign taxes (including the
Participant’s FICA obligation) required by law to be withheld with respect to
any taxable event concerning a Participant arising as a result of this Plan.
The Committee may in its discretion and in satisfaction of the foregoing
requirement allow a Participant to elect to have the Company withhold shares of
Stock otherwise issuable under an Award (or allow the return of shares of
Stock) having a Fair Market Value equal to the sums required to be withheld.
Notwithstanding any other provision of the Plan, the number of shares of Stock
which may be withheld with respect to the issuance, vesting, exercise or
payment of any Award (or which may be repurchased from the Participant of such
Award within six months (or such other period as may be determined by the
Committee) after such shares of Stock were acquired by the Participant from the
Company) in order to satisfy the Participant’s federal, state, local and
foreign income and payroll tax liabilities with respect to the issuance,
vesting, exercise or payment of the Award shall be limited to the number of
shares which have a Fair Market Value on the date of withholding or repurchase
equal to the aggregate amount of such liabilities based on

the minimum statutory
withholding rates for federal, state, local and foreign income tax and payroll
tax purposes that are applicable to such supplemental taxable income.

15.4 No
Right to Employment or Services. Nothing in the Plan or any Award Agreement
shall interfere with or limit in any way the right of the Company or any
Subsidiary to terminate any Participant’s employment or services at any time,
nor confer upon any Participant any right to continue in the employ or service
of the Company or any Subsidiary.

15.5 Unfunded
Status of Awards. The Plan is intended to be an “unfunded” plan for
incentive compensation. With respect to any payments not yet made to a
Participant pursuant to an Award, nothing contained in the Plan or any Award
Agreement shall give the Participant any rights that are greater than those of
a general creditor of the Company or any Subsidiary.

15.6 Indemnification.
To the extent allowable pursuant to applicable law, each member of the
Committee or of the Board shall be indemnified and held harmless by the Company
from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by such member in connection with or resulting from any
claim, action, suit, or proceeding to which he or she may be a party or in
which he or she may be involved by reason of any action or failure to act
pursuant to the Plan and against and from any and all amounts paid by him or her
in satisfaction of judgment in such action, suit, or proceeding against him or
her; provided he or she gives the Company an opportunity, at its own
expense, to handle and defend the same before he or she undertakes to handle
and defend it on his or her own behalf. The foregoing right of indemnification
shall not be exclusive of any other rights of indemnification to which such
persons may be entitled pursuant to the Company’s Certificate of Incorporation
or Bylaws, as a matter of law, or otherwise, or any power that the Company may
have to indemnify them or hold them harmless.

15.7 Relationship
to other Benefits. No payment pursuant to the Plan shall be taken into
account in determining any benefits pursuant to any pension, retirement,
savings, profit sharing, group insurance, welfare or other benefit plan of the
Company or any Subsidiary except to the extent otherwise expressly provided in
writing in such other plan or an agreement thereunder.

15.8 Expenses.
The expenses of administering the Plan shall be borne by the Company and
its Subsidiaries.

15.9 Titles
and Headings. The titles and headings of the Sections in the Plan are for
convenience of reference only and, in the event of any conflict, the text of
the Plan, rather than such titles or headings, shall control.

15.10 Fractional
Shares. No fractional shares of Stock shall be issued and the Committee
shall determine, in its discretion, whether cash shall be given in lieu of
fractional shares or whether such fractional shares shall be eliminated by
rounding up or down as appropriate.

15.11 Limitations
Applicable to Section 16 Persons. Notwithstanding any other provision
of the Plan, the Plan, and any Award granted or awarded to any Participant who
is then subject to Section 16 of the Exchange Act, shall be subject to any
additional limitations set forth in any applicable exemptive rule under
Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the
Exchange Act) that are requirements for the application of such exemptive rule.
To the extent permitted by applicable law, the Plan and Awards granted or
awarded hereunder shall be deemed amended to the extent necessary to conform to
such applicable exemptive rule.

15.12 Government
and Other Regulations. The obligation of the Company to make payment of
awards in Stock or otherwise shall be subject to all applicable laws, rules,
and regulations, and to such approvals by government agencies as may be
required. The Company shall be under no obligation to register pursuant to the
Securities Act of 1933, as amended, any of the shares of Stock paid pursuant to
the Plan. If the shares paid pursuant to the Plan may in certain circumstances
be exempt from registration pursuant to the Securities Act of 1933, as amended,
the Company may restrict the transfer of such shares in such manner as it deems
advisable to ensure the availability of any such exemption.